Common use of Collateral Threshold Clause in Contracts

Collateral Threshold. If the Parties have in place between them an Edison Electric Institute Master Power Purchase and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s Independent Amount, if any, exceeds the Collateral Threshold specified, then the Party to whom such amount would be owed, on any Business Day, may request that owing Party to provide Performance Assurance in an amount equal to the amount of such excess, less any Performance Assurance already posted. Such Performance Assurance will be provided within three Business Days of the date of request. On any Business Day, but no more frequently than weekly with respect to letters of credit and daily with respect to cash, if there has been a reduction in the amount of such excess, the posting Party may request that such Performance Assurance be reduced correspondingly by the amount of such excess, if any. Failure to provide such Performance Assurance to the requesting Party within three Business Days of request is an Event of Default. For purposes of this Section, the Termination Payment will be calculated pursuant to Article 5 by the requesting Party as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and include the net amount of all amounts owed but not yet paid between the Parties, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

Collateral Threshold. If the Parties have in place between them an Edison Electric Institute Master Power Purchase and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s Independent Amount, if any, exceeds the Collateral Threshold specified, then the Party to whom such amount would be owed, on any Business Day, may request that owing Party to provide Performance Assurance in an amount equal to the amount of such excess, less any Performance Assurance already posted. Such Performance Assurance will be provided within three Business Days of the date of request. On any Business Day, but no more frequently than weekly with respect to letters of credit and daily with respect to cash, if there has been a reduction in the amount of such excess, the posting Party may request that such Performance Assurance be reduced correspondingly by the amount of such excess, if any. Failure to provide such Performance Assurance to the requesting Party within three Business Days of request is an Event of Default. For purposes of this Section, the Termination Payment will be calculated pursuant pur­suant to Article 5 by the requesting Party as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and include the net amount of all amounts owed but not yet paid between the Parties, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party Buyer plus that PartySeller’s Independent Amount, if any, exceeds the Seller Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedBuyer, on any Business Day, may request that owing Party to Seller provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Seller’s Independent Amount, if any, exceeds the Seller Collateral Threshold (rounding upwards for any fractional amount to the next Seller Rounding Amount) (“Seller Performance Assurance”), less any Seller Performance Assurance already postedposted with Buyer. Such Seller Performance Assurance will shall be provided delivered to Buyer within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessSeller, the posting Party at its sole cost, may request that such Seller Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Seller’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Seller Rounding Amount). Failure In the event that Seller fails to provide such Seller Performance Assurance pursuant to the requesting Party terms of this Article Eight within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article Five shall be deemed to have occurred and Buyer will be entitled to the remedies set forth in Article Five of this Agreement. For purposes of this SectionSection 8.2(c), the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 5.3 by the requesting Party Buyer as if the posting Party had defaulted and all outstanding Transactions Transaction had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Seller to Buyer, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interestTransaction.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Seller plus Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that PartyB’s Independent Amount, if any, exceeds the Party B Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedSeller, on any Business Day, may request that owing Party to Buyer provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already postedposted with Seller. Such Party B Performance Assurance will shall be provided delivered to Seller within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessBuyer, the posting Party at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Party B’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). Failure In the event that Buyer fails to provide such Party B Performance Assurance pursuant to the requesting Party terms of this Article Eight within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article Five shall be deemed to have occurred and Seller will be entitled to the remedies set forth in Article Five of this Agreement. For purposes of this SectionSection 8.1(c), the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 5.3 by the requesting Party Seller as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Buyer to Seller, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a A plus Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that PartyB’s Independent Amount, if any, exceeds the Party B Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedA, on any Business Day, may request that owing Party to B provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already posted. posted with Party A. Such Party B Performance Assurance will shall be provided delivered to Party A within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessParty B, the posting Party at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Party B’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). Failure In the event that Party B fails to provide such Party B Performance Assurance pursuant to the requesting Party terms of this Article Eight within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article Five shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this SectionSection 8.1(c), the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 5.3 by the requesting Party A as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a B plus Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that PartyA’s Independent Amount, if any, exceeds the Party A Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedB, on any Business Day, may request that owing Party to A provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) (“Party A Performance Assurance”), less any Party A Performance Assurance already posted. posted with Party B. Such Party A Performance Assurance will shall be provided delivered to Party B within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessParty A, the posting Party at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Party A’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). Failure In the event that Party A fails to provide such Party A Performance Assurance pursuant to the requesting Party terms of this Article Eight within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this SectionSection 8.2(c), the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 5.3 by the requesting Party B as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

Collateral Threshold. If at any time and from time to time -------------------- during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a B plus Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s A's Independent Amount, if any, exceeds the Party A Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedB, on any Business Day, may request that owing Party to A provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Party A's Independent Amount, if any, exceeds the Party A Collateral Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) ("Party A Performance Assurance"), less any Party A Performance Assurance already posted. posted with Party B. Such Party A Performance Assurance will shall be provided delivered to Party B within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessParty A, the posting Party at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Party A's Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). Failure In the event that Party A fails to provide such Party A Performance Assurance pursuant to the requesting Party terms of this Article Eight within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this SectionSection 8.2(c), the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 5.3 by the requesting Party B as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

Collateral Threshold. (a) If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, occurred or is continuing) the Early Termination Payment that which would be owed to by a Party hereunder will be included in (the calculation of each “Non-Exposed Party’s Termination Payment under ”) to the other Party (and the “Exposed Party”) exceeds such Non-Exposed Party's Margin Threshold (as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s Independent Amount, if any, exceeds the Collateral Threshold specifiedset forth below), then the Non-Exposed Party shall be required to whom such amount would be owed, on any transfer Collateral within two (2) Business Day, may Days following receipt of a request that owing by the Exposed Party to provide Performance Assurance in an amount equal to the positive difference between the Early Termination Payment owed to the Exposed Party and the applicable Margin Threshold (rounding upwards for any fractional amount to the next $100,000). Upon receipt of the Collateral (defined below), the Exposed Party shall be deemed the “Secured Party”. If the Secured Party should thereafter become under-secured, the Non-Exposed Party will be required to transfer additional Collateral. The amount of such excess, less additional Collateral required by the Secured Party shall be rounded up to the nearest $100,000. If the Secured Party becomes over-secured it shall promptly return any Performance Assurance already postedexcess Collateral. The amount of Collateral to be returned shall be rounded down to the nearest $100,000. Collateral shall mean: (a) cash payment by wire transfer to the Secured Party’s account or (b) posting of an irrevocable letter of credit in a form and substance which is and remains acceptable to the Secured Party and issued by a Qualified Institutionbank acceptable to the Secured Party in its sole discretion. Letters of credit posted as Collateral shall be valued at zero ($0) with thirty (30) or fewer Days remaining prior to expiration. Interest on any cash held as Collateral will accrue at a rate per annum equal to the one-month London Interbank Offered Rate (LIBOR) determined daily as provided under the heading "Money Rates" in The Wall Street Journal minus ½%. Such Performance Assurance will interest shall be provided within three Business Days of calculated commencing on the date Cash Collateral is received by the Pledgee but excluding the earlier of request(i) the date such Collateral is returned to Pledgor and (ii) the date such Collateral is applied to Pledgor's Obligations. On any Business Day. (b) (b) The initial Margin Threshold shall be, but no more frequently than weekly with respect to letters DETM as Pledgor, the amount set forth opposite the ratings classification assigned to the credit rating of credit and daily DETM and, with respect to cashENA as Pledgor, shall be the lessor of the (a) amount set forth opposite the rating classification assigned to the credit rating of ENA’s Guarantor by any Relevant Rating Agency and (b) the amount guaranteed by ENA’s Guarantor. The Threshold will be based on the lower of the ratings from any Relevant Rating Agency, if there has been such ratings are split. Where a reduction in the amount of such excessParty is only rated by one Relevant Rating Agency, the posting Threshold will be based on the rating of that Relevant Rating Agency. If at any time a Party may request that such Performance Assurance shall fail (or cease) to be reduced correspondingly rated by at least one of the amount of such excessRelevant Rating Agencies, or if any. Failure to provide such Performance Assurance to the requesting Party within three Business Days of request there is an Event of Default. For purposes of this SectionDefault continuing with respect to a Party, the Termination Payment will Threshold for such Party shall be calculated pursuant to Article 5 by the requesting Party as if the posting Party had defaulted and all outstanding Transactions had been liquidatedzero. "Relevant Rating Agency" means Xxxxx'x Investor Services, even if that is not actually the caseInc. ("Moody's"), and in addition Standard and Poor's Ratings Group, a division of McGraw Hill, Inc. ("S&P"), or any successor thereto. be, with respect to DETM, $30,000,000, and include with respect to [INITIALS], [up to] $_________ [so long as a Guaranty of equal value is provided by it's Guarantor and remains in effect]. Notwithstanding the net amount of all amounts owed foregoing, a Party's Margin Threshold shall be reduced to zero ($0) in the event such Party or its Guarantor: (i) is subject to a Bankruptcy Proceeding, (ii) fails to maintain an Investment Grade Credit Rating by either "Moody's" or "Standard and Poor's". Furthermore, a Party's Threshold Margin may be reasonably revised upon written notice in the event such Party or Guarantor incurs a materially adverse event, including but not yet paid between the Parties, whether or not such amounts are due, for performance already provided pursuant limited to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interesta credit rating downgrade.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a B plus Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s A's Independent Amount, if any, exceeds the Party A Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedB, on any Business Day, may request that owing Party to A provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Party A's Independent Amount, if any, exceeds the Party A Collateral Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) ("Party A Performance Assurance"), less any Party A Performance Assurance already posted. posted with Party B. Such Party A Performance Assurance will shall be provided delivered to Party B within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessParty A, the posting Party at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Party A's Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). Failure In the event that Party A fails to provide such Party A Performance Assurance pursuant to the requesting Party terms of this Article Eight within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article Five shall be deemed to have occur red and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this SectionSection 8.2(c), the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 5.3 by the requesting Party B as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase -------------------- term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a A plus Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s B's Independent Amount, if any, exceeds the Party B Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedA, on any Business Day, may request that owing Party to B provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Party B's Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) ("Party B Performance Assurance"), less any Party B Performance Assurance already posted. posted with Party A. Such Party B Performance Assurance will shall be provided delivered to Party A within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessParty B, the posting Party at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Party B's Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). Failure In the event that Party B fails to provide such Party B Performance Assurance pursuant to the requesting Party terms of this Article Eight within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article Five shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this SectionSection 8.1(c), the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 5.3 by the requesting Party A as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.Original Sheet No. 32

Collateral Threshold. If specified as applicable in the Parties have in place between them an Edison Electric Institute Master Power Purchase Supplemental Terms, if at any time and Sale Agreement, from time to time during the term of the Agreement (and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included (“X”) plus the Independent Amount of the other Party (“Y”), if any specified for Y in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s Independent Amount, if anySupplemental Terms, exceeds the Y’s Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedX, on any Business Day, may request that owing Party to Y provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Y’s Independent Amount, if any specified for Y in the Supplemental Terms, exceeds Y’s Collateral Threshold (rounding upwards for any fractional amount to the next Rounding Amount, if any is specified for Y in the Supplemental Terms) (“Y Performance Assurance”), less any Y Performance Assurance already posted. Such posted with X. If Y receives written notice from X by 1:00 p.m. on a Business Day, Y shall post acceptable Performance Assurance will be provided within three on the second Business Days of Day following the date of requestnotice and on the third Business Day following the date of notice if received by Y after 1:00 p.m. on a Business Day. On any Business Day, but no more frequently than weekly with respect to letters of credit and daily with respect to cashY, if there has been a reduction in the amount of such excessat its sole cost, the posting Party may request that such Y Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Y’s Independent Amount, if any. Failure to provide such Performance Assurance any specified for Y in the Supplemental Terms (rounding upwards for any fractional amount to the requesting Party within three Business Days of request next Rounding Amount, if any is an Event of Defaultspecified for Y in the Supplemental Terms). For purposes of this Sectionprovision, the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 6.3 by the requesting Party X as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Y to X, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding In the event that Y fails to provide X with Y Performance Assurance pursuant to the terms hereof when due, then an Event of Default under Section 6.1(E) shall be deemed to have occurred and X will be entitled to the remedies set forth in the form Article Six of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interestthis Master Agreement.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a A plus Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that PartyB’s Independent Amount, if any, exceeds the Party B Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedA, on any Business Day, may request that owing Party to B provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold as specified in Schedule [12] (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already posted. posted with Party A. Such Party B Performance Assurance will shall be provided delivered to Party A within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessParty B, the posting Party at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Party B’s Independent Amount, if anyany (rounding upwards for any fractional amount to the next Party B Rounding Amount). Failure In the event that Party B fails to provide such Party B Performance Assurance pursuant to the requesting Party terms of this Article [XII] within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article [XIX] shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article [XIX]. For purposes of this SectionSection [12.1(c)], the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section [19.2] by the requesting Party A as if the posting Party had defaulted and all outstanding Transactions had entire Transaction has been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interestTransaction.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a A plus Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s B's Independent Amount, if any, exceeds the Party B Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedA, on any Business Day, may request that owing Party to B provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Party B's Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) ("Party B Performance Assurance"), less any Party B Performance Assurance already posted. posted with Party A. Such Party B Performance Assurance will shall be provided delivered to Party A within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessParty B, the posting Party at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Party B's Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). Failure In the event that Party B fails to provide such Party B Performance Assurance pursuant to the requesting Party terms of this Article Eight within three (3) Business Days of request is Days. then an Event of DefaultDefault under Article Five shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this SectionSection 8.1(c), the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 5.3 by the requesting Party A as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party Seller plus that PartyBuyer’s Independent Amount, if any, exceeds the Buyer Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedSeller, on any Business Day, may request that owing Party to Buyer provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Buyer’s Independent Amount, if any, exceeds the Buyer Collateral Threshold (rounding upwards for any fractional amount to the next Buyer Rounding Amount) (“Buyer Performance Assurance”), less any Buyer Performance Assurance already postedposted with Seller. Such Buyer Performance Assurance will shall be provided delivered to Seller within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessBuyer, the posting Party at its sole cost, may request that such Buyer Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Buyer’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Buyer Rounding Amount). Failure In the event that Buyer fails to provide such Buyer Performance Assurance pursuant to the requesting Party terms of this Article Eight within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article Five shall be deemed to have occurred and Seller will be entitled to the remedies set forth in Article Five of this Agreement. For purposes of this SectionSection 8.1(c), the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section 5.3 by the requesting Party Seller as if the posting Party had defaulted and all outstanding Transactions Transaction had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Buyer to Seller, whether or not such amounts are due, for performance already provided pursuant to any and all the Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

Collateral Threshold. If at any time and from time to time during the Parties have in place between them an Edison Electric Institute Master Power Purchase term of this Agreement (and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a B plus Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that PartyA’s Independent Amount, if any, exceeds the Party A Collateral Threshold specifiedThreshold, then the Party to whom such amount would be owedB, on any Business Day, may request that owing Party to A provide Performance Assurance in an amount equal to the amount of such excessby which the Termination Payment plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) (“Party A Performance Assurance”), less any Party A Performance Assurance already posted. posted with Party B. Such Party A Performance Assurance will shall be provided delivered to Party B within three (3) Business Days of the date of such request. On any Business Day, Day (but no more frequently than weekly with respect to letters Letters of credit Credit and daily with respect to cash), if there has been a reduction in the amount of such excessParty A, the posting Party at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly by to the amount of such excessexcess Termination Payment plus Party A’s Independent Amount, if anyany (rounding upwards for any fractional amount to the next Party A Rounding Amount). Failure In the event that Party A fails to provide such Party A Performance Assurance pursuant to the requesting Party terms of this Article [XII] within three (3) Business Days of request is Days, then an Event of DefaultDefault under Article [XIX] shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article [XIX]. For purposes of this SectionSection [12.2(c)], the calculation of the Termination Payment will shall be calculated pursuant to Article 5 Section [19.2] by the requesting Party B as if the posting Party had defaulted and all outstanding Transactions entire Transaction had been liquidated, even if that is not actually the case, and in addition thereto, and shall include the net amount of all amounts owed but not yet paid between the Partiesby Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interestthis Transaction.